-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SAWLXf/jZSpGBkPyrKkFKkmcMdxPg414naN0tCO/OVgtrHFZoAYQtoj2m7s6tsE2 T44a+FJDjwS1AcjZFvb7jA== 0000950123-09-065205.txt : 20091123 0000950123-09-065205.hdr.sgml : 20091123 20091123170434 ACCESSION NUMBER: 0000950123-09-065205 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20091120 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091123 DATE AS OF CHANGE: 20091123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLOWERS FOODS INC CENTRAL INDEX KEY: 0001128928 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 582582379 STATE OF INCORPORATION: GA FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16247 FILM NUMBER: 091202369 BUSINESS ADDRESS: STREET 1: 1919 FLOWERS CIRCLE CITY: THOMASVILLE STATE: GA ZIP: 31757 BUSINESS PHONE: 9122269110 MAIL ADDRESS: STREET 1: 1919 FLOWERS CIRCLE CITY: THOMASVILLE STATE: GA ZIP: 31757 8-K 1 g21373e8vk.htm FORM 8-K e8vk
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 23, 2009 (November 20, 2009)
FLOWERS FOODS, INC.
 
(Exact name of registrant as specified in its charter)
         
Georgia   1-16247   58-2582379
         
(State or other
jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
1919 Flowers Circle, Thomasville, GA   31757
     
(Address of principal executive offices)   (Zip Code)
 
Registrant’s telephone number, including area code: (229) 226-9110
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.02.      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
     On November 20, 2009, the Board of Directors of Flowers Foods, Inc. elected David V. Singer to the company’s Board of Directors effective January 1, 2010. Mr. Singer will stand for election at the 2010 Annual Meeting of Shareholders to serve for a term of three years. It has not yet been determined to which committee(s) of the board Mr. Singer will be named. The press release announcing Mr. Singer’s election to the Board of Directors is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
     On November 20, 2009, the Board of Directors of Flowers Foods, Inc. elected Allen L. Shiver president of Flowers Foods, Inc. effective January 1, 2010. George E. Deese, chairman of the board, chief executive officer and president will continue to serve as chairman and CEO. The press release announcing Mr. Shiver’s election is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01      Financial Statements and Exhibits.
(c) Exhibits.
         
Exhibit Number   Description
 
  99.1    
Press Release of Flowers Foods, Inc. dated November 20, 2009
 
  99.2    
Press Release of Flowers Foods, Inc. dated November 20, 2009

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  FLOWERS FOODS, INC.
 
 
  By:   /s/ R. Steve Kinsey    
    Name:   R. Steve Kinsey   
    Title:   Executive Vice President and Chief
Financial Officer 
 
 
Date: November 23, 2009

3


 

EXHIBIT INDEX
         
Exhibit Number   Description
 
  99.1    
Press Release of Flowers Foods, Inc. dated November 20, 2009
 
  99.2    
Press Release of Flowers Foods, Inc. dated November 20, 2009

4

EX-99.1 2 g21373exv99w1.htm EX-99.1 exv99w1
EXHIBIT 99.1
         
November 20, 2009
  Company Press Release   Flowers Foods (NYSE: FLO)
FLOWERS FOODS ELECTS DAVID V. SINGER TO BOARD OF DIRECTORS
THOMASVILLE, GA—The board of directors of Flowers Foods (NYSE: FLO) elected David V. Singer, president and chief executive officer of Lance, Inc., to the company’s board of directors effective January 1, 2010. At that time, Flowers Foods’ board will expand to 12 directors, 11 of whom are independent board members.
     “We are delighted to welcome Mr. Singer to our board,” said George E. Deese, chairman of the board, CEO, and president of Flowers Foods. “His broad business experience with companies that have similar market delivery systems to ours will enhance the composition of our board. We look forward to his contribution as we guide Flowers Foods’ development and growth strategy.”
     Singer has been president and chief executive officer of Lance, Inc., a publicly traded snack foods manufacturer headquartered in Charlotte, N.C., since 2005 and a director since 2003. Since Singer joined Lance, the company has grown internally and with several strategic acquisitions. He also has led efforts to transform Lance into a more effective competitor in the snack food industry through organizational changes and focused sales growth as well as enhancements of the company’s supply chain, direct-store-delivery system, and information systems. Previously, Singer was executive vice president and chief financial officer with Coca-Cola Bottling Co. Consolidated in Charlotte where he had broad functional responsibilities and was directly involved in numerous acquisitions, the development of a joint venture with The Coca-Cola Company, and in overseeing significant improvements in operating efficiency.
Company Information
     Headquartered in Thomasville, Ga., Flowers Foods is one of the nation’s leading producers and marketers of packaged bakery foods for retail and foodservice customers. Among the company’s top brands are Nature’s Own, Whitewheat, Cobblestone Mill, Blue Bird, and Mrs. Freshley’s. Flowers operates 40 bakeries that are among the most efficient in the baking industry. Flowers Foods produces, markets, and distributes fresh bakery products that are delivered to customers daily through a direct-store-delivery system serving the Southeast, Mid-Atlantic, and Southwest as well as select markets in California and Nevada. The company also produces and distributes fresh snack cakes and frozen breads and rolls nationally through warehouse distribution. For more information, visit www.flowersfoods.com.
Statements contained in this press release that are not historical facts are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. Other factors that may cause actual results to differ from the forward-looking statements contained in this release

 


 

and that may affect the company’s prospects in general include, but are not limited to, (a) competitive conditions in the baked foods industry, including promotional and price competition, (b) changes in consumer demand for our products, (c) the success of productivity improvements and new product introductions, (d) a significant reduction in business with any of our major customers including a reduction from adverse developments in any of our customer’s business, (e) fluctuations in commodity pricing, (f) our ability to fully integrate recent acquisitions into our business, and (g) our ability to achieve cash flow from capital expenditures and acquisitions and the availability of new acquisitions that build shareholder value. In addition, our results may also be affected by general factors such as economic and business conditions (including the baked foods markets), interest and inflation rates and such other factors as are described in the company’s filings with the Securities and Exchange Commission.
Contact: Mary A. Krier, Vice President/Communications, (229) 227-2333
###

 

EX-99.2 3 g21373exv99w2.htm EX-99.2 exv99w2
EXHIBIT 99.2
         
NOVEMBER 20, 2009
  Company Press Release   Source: Flowers Foods (NYSE:FLO)
ALLEN L. SHIVER ELECTED PRESIDENT OF FLOWERS FOODS
THOMASVILLE, GA—Flowers Foods (NYSE: FLO) announced that at a regularly scheduled meeting today the board of directors elected Allen L. Shiver president of Flowers Foods effective January 1, 2010. George E. Deese, Flowers Foods’ chairman of the board, CEO, and president, will continue to serve as chairman of the board and CEO.
     Shiver has 30 years of experience at Flowers and, most recently, was executive vice president and chief marketing officer. As president, Shiver will provide oversight for operations and will be more involved in strategic growth planning. He will continue to lead the company’s national sales teams and marketing efforts.
     “Allen is a proven leader and has successfully progressed through dozens of assignments in sales, marketing, bakery management, strategic initiatives, and key management positions,” Deese said. “Allen will join me in leading the team to further enhance the operating strategies that will continue to create shareholder value over the long term.”
     During his career with the company, Shiver, 54, has helped develop many of Flowers’ brands and products. He joined Flowers in 1979 after graduating from Georgia Southern University in Statesboro with a bachelor’s degree in business administration/marketing. Starting in sales, he began as a route supervisor in Florida and then moved to Flowers’ corporate marketing department, where he held various brand management positions. Shiver served successively as bakery president, regional vice president, and executive vice president of operations. In 2002, he was promoted to president and chief operating officer of Flowers’ foodservice and snack cake operations. In 2005, he took on the additional responsibility of providing direction for the company’s marketing and new product development efforts. In 2007, Shiver was named executive vice president and chief marketing officer and took on the added responsibility for the national sales teams.
     Shiver is an American Bakers Association (ABA) board member and serves on the ABA’s executive committee. He also serves on the Grocery Manufacturers Association’s President’s Advisory Council and Industry Affairs Council.
Company Information
     Headquartered in Thomasville, Ga., Flowers Foods is one of the nation’s leading producers and marketers of packaged bakery foods for retail and foodservice customers. Among the company’s top

 


 

brands are Nature’s Own, Whitewheat, Cobblestone Mill, Blue Bird, and Mrs. Freshley’s. Flowers operates 40 bakeries that are among the most efficient in the baking industry. Flowers Foods produces, markets, and distributes fresh bakery products that are delivered to customers daily through a direct-store-delivery system serving the Southeast, Mid-Atlantic, and Southwest as well as select markets in California and Nevada. The company also produces and distributes fresh snack cakes and frozen breads and rolls nationally through warehouse distribution. For more information, visit www.flowersfoods.com
Statements contained in this press release that are not historical facts are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. Other factors that may cause actual results to differ from the forward-looking statements contained in this release and that may affect the company’s prospects in general include, but are not limited to, (a) competitive conditions in the baked foods industry, including promotional and price competition, (b) changes in consumer demand for our products, (c) the success of productivity improvements and new product introductions, (d) a significant reduction in business with any of our major customers including a reduction from adverse developments in any of our customer’s business, (e) fluctuations in commodity pricing, (f) our ability to fully integrate recent acquisitions into our business, and (g) our ability to achieve cash flow from capital expenditures and acquisitions and the availability of new acquisitions that build shareholder value. In addition, our results may also be affected by general factors such as economic and business conditions (including the baked foods markets), interest and inflation rates and such other factors as are described in the company’s filings with the Securities and Exchange Commission.
Investor Contact: Marta J. Turner, Executive VP/Corporate Relations, (229) 227-2348
Media Contact: Mary A. Krier, VP/Communications, (229) 227-2333
###

 

-----END PRIVACY-ENHANCED MESSAGE-----